We
urge you to vote FOR the following three resolutions at the annual meeting
for AmerisourceBergen Corporation (NYSE:ABC) on March 1, 2018, regarding
board oversight of the company’s role in the opioid crisis:

·The Independent
Chair Proposal (Item 5) submitted
by the International Brotherhood of Teamsters

These
reforms were recommended to AmerisourceBergen by the Investors for Opioid
Accountability (IOA), a diverse coalition that includes state treasurers, publicly
elected comptrollers, asset managers, faith-based, public and labor funds. We
are members of the IOA, which was established in response to concerns for the
threats to shareholder value stemming from the opioid crisis.

As one
of the top three drug wholesale distributors in the United States, AmerisourceBergen
faces substantial financial, legal, and reputational risks stemming from
allegations that it helped fuel the nation’s opioid epidemic, by failing to identify,
report, and prevent the filling of suspicious drug orders, as required by law.

The
company is defending against hundreds of lawsuits filed on behalf of public and
private parties affected by the crisis alleging that AmerisourceBergen failed
in its legal responsibilities; and responding to inquiries from Congress and a
coalition of 41 state attorneys general regarding its distribution practices. These
developments have industry watchers drawing parallels to the tobacco litigation
of two decades ago and the master settlement, which cost the cigarette industry
hundreds of billions of dollars. Already, in early 2017, AmerisourceBergen
agreed to a potentially precedent setting $16 million settlement with the state
of West Virginia relating to its role in distributing opioids.

According to Pulitzer
prize-winning reporting in The Charleston Gazette-Mail,
AmerisourceBergen distributed over 132 million hydrocodone and oxycodone pills
between 2007 and 2012 to West Virginian pharmacies, enough to supply
approximately 72 pills for every adult and child in the
state. Additionally, AmerisourceBergen recently purchased H.D. Smith, a smaller
distributor that the U.S. House Committee on Energy and Commerce recently
identified as having, in a single year, shipped 3,000 hydrocodone pills per day
to a West Virginian town with only 1,800 residents.

Preventing the
diversion of controlled substances to illicit markets is core to drug
distributors’ operational mandate, so the growing concern that
AmerisourceBergen may have distributed excessive quantities of prescription
opioids creates the potential for a corporate crisis. Against this backdrop, we
believe that the following governance reforms are urgently required.

We urge you to VOTE FOR AN INDEPENDENT BOARD
CHAIR (Item #5)

Investors
may disagree about whether an independent board chair is considered the best
practice governance arrangement for all companies. However, independent board
leadership is clearly at a premium when a company is in the midst of the kind
of scrutiny and pressure facing AmerisourceBergen.

Independent
board leadership assures shareholders that their interests are being
safeguarded as the company navigates challenges. It also helps ensure that the
board is properly informed and willing to ask difficult questions of corporate management.
Even with robust responsibilities, relying on a lead independent director is
insufficient, in our view, because the ultimate responsibility for board
leadership remains with CEO and Chair Steven Collis.

All
of this makes the board’s decision to recombine the two roles in 2016, after
they had been separate for over a decade, particularly troubling.
AmerisourceBergen was not only already facing regulatory and legal risks from
its role in the opioid crisis, but it was under criminal investigation for its
compliance practices at a subsidiary previously led by Steven Collis,
AmerisourceBergen Specialty Group (“ABSG”). While Collis headed ABSG, a
pre-filled cancer drug program operated without the required FDA registration
and distributed misbranded drugs -- compliance failures that were settled in
fiscal 2017 for $885 million, including $260 million in criminal penalties. Regardless
of whether the compliance failures reflect on Collis’ record as an executive,
they underscore the need to have strong, independent board leadership.

We urge you to VOTE FOR CLAWBACK
DISCLOSURE (Item #7).

The effectiveness
of a clawback policy is strengthened if shareholders can monitor its
implementation. Disclosing when an executive recoupment policy has been
triggered should not be a controversial issue; it not only enhances existing
executive pay disclosure, but reinforces a culture of accountability, which is critical
at companies facing AmerisourceBergen’s challenges. Yet AmerisourceBergen has
failed to implement this reform, unlike its two principal competitors McKesson
and Cardinal Health, which have adopted enhanced
disclosure policies. The proposal’s request for greater transparency does
not limit the board’s discretion to decide whether to claw back pay due to
misconduct or pursue other avenues to address misconduct, but merely allows
shareholders to be informed as to whether the board has taken action and used
the clawback.

We urge you to VOTE FOR A REPORT ON BOARD
ACCOUNTABILITY FOR OPIOID BUSINESS RISKS (Item #8).

This proposal asks
the independent directors of the board to disclose what governance measures
they have taken since 2012 to mitigate opioid related risks in a report provided
to investors by September 30, 2018. Specifically, the report should include
information about (1) board level responsibility for opioid risk oversight, (2)
how it considers compensation incentives relative to opioid business goals, and
(3) compliance and reporting policies and processes around anti-diversion
practices.